PPC Building 148 Katherine Street

PPC BOARD SETS THE RECORD STRAIGHT

The Board of PPC has noted with concern the recent statements in the media by the formerCEO, Mr Ketso Gordhan. These statements are defamatory and demonstrate a completedisregard of the Board, governance processes and the interest of shareholders.Mr Ketso Gordhan is in breach of the separation agreement and is also in breach of theundertakings given by his lawyers, Harris Nupen Molebatse Inc.So far the Board has acted with restraint and has avoided a public spat with Mr Gordhan.The Board had previously indicated to his lawyers that if Mr Gordhan continues to ignorethe terms of his separation agreement, and continues to make disparaging commentsabout the Board, the Executives and the Company, the Board will be forced to place intothe public domain, the embarrassing circumstances surrounding the reasons for hisresignation.The Board in its (SENS) announcement on the 22 nd September 2014, acknowledged thecontribution Mr Gordhan had made to PPC. It had never been the intention of the Board toembarrass Mr Gordhan.Between the 4th and 19th September 2014 Mr Gordhan sort to terminate the services of theChief Financial Officer, Ms. Tryphosa Ramano on the basis of the following five reasons:1. She had a bigger office than him.2. She had requested reserved parking, which request was declined.3. She refused to participate in a voluntary salary sacrifice scheme, which Mr Gordhan hadinitiated to bridge the wage gap between the highest and lowest paid worker.

4. She was interrogating a loan agreement which Mr Gordhan had verbally agreed to with apotential funder.5. She had ill-treated an employee, who Mr Gordhan had employed. This employee and herhusband worked in the same department.The Board was of the view that the reasons advanced by Mr Gordhan were not substantiveand did not warrant the termination of the CFO. It being noted that Mr Gordhan was alwayscomplimentary of the CFO in his deliberations with the Board and publicly as evidenced byhis comments at the PPC Womens Forum which was held on 8 August 2014, he boastfullyacknowledged her as the best CFO he had worked with and proclaimed her as his righthand partner in the business.This was followed a week later by an offer by the former CEO to pay for the CFOs holiday,which offer was declined by the CFO.The Board put a process in place to mediate the situation between the CEO and the CFO,as the Board strongly believed that both of them were crucial to the company. This processwas undermined by the former CEO, culminating in a legal threat by the former CEO to theBoard.The former CEO has been with the company for 20 months and in that period had resignedtwice. This type of behaviour was concerning to the Board and this trend was expected tocontinue.The current board has a total of 36 years experience on the PPC Board. The individualboard members have multi-disciplinary skills which are complementary and lead to robustand effective board deliberations.

The board has always carried out its duties with due care, skill and diligence, beingcognisant at all times that their duty is to do what is in the best interest of all stakeholders,in particular the shareholders and employees.The allegation that the Board is malfunctioning surfaced when the former CEO, embarkedon an extensive media campaign to be reinstated as CEO of the company as according tohim he is the right man for the job. He has also articulated his desire to reconstitute theBoard. In the first requisition for convening a special meeting given to the company on the8th October 2014, it was proposed that four of the current board members be re-elected.None of the four had been approached to confirm if they were willing to stand.The four directors declined to be part of the proposed new board as the current board(except Mr. Darryl Castle who appointed 17October 2014) was unanimous in their decisionthat the former CEO should not be reinstated.The current board has the expertise to run the company, and has never faced criticism inthis regard until accepting the resignation of the previous CEO. The Board continuouslyassesses its board membership to ensure correct expertise, this is evidenced in the recentappointments of Mr Todd Moyo and Mr Castle who bring invaluable Africa experience onboard.In 2011, the company launched a new vision: to grow PPC into a leading emerging marketbusiness. This was a new strategy to carefully and deliberately grow our geographicfootprint outside of South Africa. The African strategy predates the former CEO, MrGordhan.

The Board has and continues to insist on high standards of corporate governance and hasensured that management provides the board with sound and proper information on whichto base decisions. The project in Algeria is a case in point. Mr Gordhans statements that afinancial institution has indicated that it is not going to grant a loan to the company as aresult of his exit is factually unfounded and damages the image of the company and couldbe interpreted as actions of a delinquent director.The Board and the Executive committee wish to state that the growth momentum of thecompany remains on track with signed EPC contracts for four projects viz.: Rwanda, DRC,Ethiopia and Zimbabwe with construction underway. These projects are progressing wellagainst expected timelines and within budgets:

The project in Rwanda is 90% complete. Busi Legodi is the CEO and has 18 years

experience with PPC.

In Zimbabwe, Njombo Lekula serves as CEO and has 20 years experience with the

company.In Ethiopia, the expansion project is progressing well against targets and timelines, with

an increase in PPCs shareholding as announced this morning to 51%.

In the DRC, the project is progressing well and the company has established a tradingoperation.The Board remains committed to recruit and appoint a suitable CEO as a matter ofurgency.